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Loan Facility Agreement
Loan Facility Agreement (516K)
Doc #192837: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.31
{SEQUENCE}3
{FILENAME}d08271exv10w31.txt
{DESCRIPTION}LOAN FACILITY AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.31
LOAN FACILITY AGREEMENT
Between
EACH OF THE PERSONS IDENTIFIED ON SCHEDULE 1 ATTACHED HERETO
and
JPMORGAN CHASE BANK
Dated as of June 18, 2003
$200,000,000.00
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION................................................................. 1
SECTION 1.2 Principles of Construction.................................................................. 27
II. AMOUNT AND TERMS OF LOAN ADVANCES....................................................................... 28
SECTION 2.1 ADVANCES.................................................................................... 28
2.1.1 Agreement to Lend and Borrow................................................................... 28
2.1.2 Additional Advances............................................................................ 28
2.1.3 Limitation on Advances......................................................................... 28
2.1.4 Intentionally Omitted.......................................................................... 28
2.1.5 Notice of Borrowing............................................................................ 28
2.1.6 Disbursement of Funds.......................................................................... 28
2.1.7 The Note....................................................................................... 29
SECTION 2.2 INTEREST; LOAN PAYMENTS; LATE PAYMENT CHARGE................................................ 29
2.2.1 Payments....................................................................................... 29
2.2.2 Interest Calculation........................................................................... 29
2.2.3 Eurodollar Rate Unascertainable; Illegality; Increased Costs................................... 29
2.2.4 Payment on Maturity Date....................................................................... 31
2.2.5 Intentionally Omitted.......................................................................... 32
2.2.6 Late Payment Charge............................................................................ 32
2.2.7 Usury Savings.................................................................................. 32
2.2.8 Foreign Taxes.................................................................................. 32
SECTION 2.3 PREPAYMENTS................................................................................. 34
2.3.1 Voluntary Prepayments.......................................................................... 34
2.3.2 Mandatory Prepayments.......................................................................... 34
2.3.3 Prepayments After Default...................................................................... 35
2.3.4 Making of Payments............................................................................. 35
2.3.5 Application of Prepayments..................................................................... 35
SECTION 2.4 RELEASE OF EXCLUDED PROPERTY................................................................ 35
SECTION 2.5 RELEASE AND SUBSTITUTION OF COLLATERAL...................................................... 36
SECTION 2.6 FEES........................................................................................ 43
2.6.1 Non-Use Fee.................................................................................... 43
2.6.2 Administration Fee............................................................................. 43
2.6.3 Origination Fee............................................................................... 43
2.6.4 Termination Fee............................................................................... 44
SECTION 2.7 INCREASING AVAILABLE FACILITY AMOUNT........................................................ 44
SECTION 2.8 INTENTIONALLY OMITTED....................................................................... 45
SECTION 2.9 ADDITIONAL BORROWERS/OPERATING LESSEE....................................................... 45
SECTION 2.10 EXTENSION OF MATURITY DATE............................................................... 45
SECTION 2.11 TERMINATION OF LOAN...................................................................... 46
III. CONDITIONS PRECEDENT; CASH MANAGEMENT................................................................... 47
SECTION 3.1 CONDITIONS PRECEDENT........................................................................ 47
3.1.1 Conditions Precedent to the Initial Advance.................................................... 47
{/TABLE}
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{PAGE}
{TABLE}
{S} {C}
3.1.2 Conditions Precedent to All Advances of the Loan............................................... 53
3.1.3 Cross-Collateralization........................................................................ 54
SECTION 3.2 ACCEPTANCE OF ADVANCES...................................................................... 54
SECTION 3.3 SUFFICIENT COUNTERPARTS..................................................................... 55
SECTION 3.4 CASH MANAGEMENT PROVISIONS.................................................................. 55
3.4.1 Establishment of Accounts...................................................................... 55
3.4.2 Deposits into Lockbox Account.................................................................. 56
3.4.3 Account Name................................................................................... 57
3.4.4 Eligible Accounts.............................................................................. 57
3.4.5 Permitted Investments.......................................................................... 57
3.4.6 The Initial Deposits........................................................................... 58
3.4.7 Transfer To and Disbursements from the Lockbox Account......................................... 58
3.4.8 Withdrawals From the Tax Account and the Insurance Premium Account............................. 58
3.4.9 Withdrawals from the Replacement Reserve Account............................................... 59
3.4.10 Withdrawals from the Required Repair Account................................................... 59
3.4.11 Withdrawals from the Ground Rent Account....................................................... 59
3.4.12 Sole Dominion and Control...................................................................... 59
3.4.13 Security Interest.............................................................................. 59
3.4.14 Rights on Default.............................................................................. 59
3.4.15 Financing Statement; Further Assurances........................................................ 60
3.4.16 Borrower's Obligation Not Affected............................................................. 60
3.4.17 Payments Received Under this Agreement......................................................... 60
SECTION 3.5 WAVIER OF CASH MANAGEMENT PROVISIONS........................................................ 60
IV. REPRESENTATIONS AND WARRANTIES.......................................................................... 61
SECTION 4.1 BORROWER REPRESENTATIONS AND WARRANTIES..................................................... 61
4.1.1 Organization................................................................................... 61
4.1.2 Proceedings.................................................................................... 61
4.1.3 No Conflicts................................................................................... 62
4.1.4 Litigation..................................................................................... 62
4.1.5 Agreements..................................................................................... 63
4.1.6 Solvency....................................................................................... 63
4.1.7 Full and Accurate Disclosure................................................................... 64
4.1.8 No Plan Assets................................................................................. 64
4.1.9 Compliance..................................................................................... 64
4.1.10 Financial Information.......................................................................... 64
4.1.11 Condemnation................................................................................... 65
4.1.12 Federal Reserve Regulations.................................................................... 65
4.1.13 Utilities and Public Access.................................................................... 65
4.1.14 Not a Foreign Person........................................................................... 65
4.1.15 Separate Lots.................................................................................. 65
4.1.16 Assessments.................................................................................... 66
4.1.17 Enforceability................................................................................. 66
4.1.18 No Prior Assignment............................................................................ 66
4.1.19 Insurance...................................................................................... 66
4.1.20 Use of Property................................................................................ 66
{/TABLE}
- ii -
{PAGE}
{TABLE}
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4.1.21 Certificate of Occupancy; Licenses............................................................. 66
4.1.22 Flood Zone..................................................................................... 66
4.1.23 Physical Condition............................................................................. 67
4.1.24 Boundaries..................................................................................... 67
4.1.25 Leases......................................................................................... 67
4.1.26 Survey......................................................................................... 68
4.1.27 Intentionally Omitted.......................................................................... 68
4.1.28 Filing and Recording Taxes..................................................................... 68
4.1.29 Franchise Agreement............................................................................ 68
192837
|
FelCor Lodging
As referenced in this Loan Facility Agreement:
FelCor Lodging Trust
– is made among each of the Persons identified on Schedule 1 attached hereto,
each having its principal place of business at c/o FelCor Lodging Trust
Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062
(each, an "Initial Borrower"; together with any Additional Borrowers
(hereinafter defined)
_____________
FelCor Lodging
Trust – Maker") and FCH/DT BWI HOTEL, L.L.C., a Delaware limited
liability company, having its principal place of business at c/o FelCor Lodging
Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas
75062 (the "Maryland Guarantor"; together with Maker, collectively, "Borrower")
and JPMORGAN CHASE BANK,
_____________
FelCor Lodging Trust
– or beneficial owner of,
Borrower, Principal, the Operating Lessee SPE Entities or any Affiliated
Manager; provided, however, that in no event shall FelCor, FelCor Lodging Trust
Incorporated or Hilton be deemed a Restricted Party.
-24-
{PAGE}
"S&P" shall mean Standard & Poor's Ratings Services, a
division of
_____________
FelCor Lodging Trust
– times, own, directly or indirectly,
at least fifty-one percent (51%) of the equity interests in, and
Control, all Restricted Parties and (ii) FelCor Lodging Trust
Incorporated must at all times be the sole general partner of FelCor
Lodging Limited Partnership.
SECTION 5.3 RECALCULATION OF AVAILABLE FACILITY
_____________
FelCor Lodging Trust – S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
If to Borrower: c/o FelCor Lodging Trust Incorporated
545 E. John Carpenter Freeway, Suite 1300
Irving, Texas 75062
Attention: General Counsel
Facsimile No.: (972) 444-4949
-130-
{PAGE}
With a
_____________
dt 113184
;
 JPMorgan Chase
As referenced in this Loan Facility Agreement:
JPMORGAN CHASE – LOAN FACILITY AGREEMENT
Between
EACH OF THE PERSONS IDENTIFIED ON SCHEDULE 1 ATTACHED HERETO
and
JPMORGAN CHASE BANK
Dated as of June 18, 2003
$200,000,000.00
{PAGE}
TABLE OF CONTENTS
{
JPMORGAN CHASE – Freeway, Suite 1300, Irving, Texas
75062 (the "Maryland Guarantor"; together with Maker, collectively, "Borrower")
and JPMORGAN CHASE BANK, a New York banking corporation, having an address at
270 Park Avenue, New York,
JPMorgan Chase – shall have the meaning provided in Section
3.4.1(b).
"Lockbox Bank" shall mean JPMorgan Chase Bank or any other
Eligible Institution selected by Lender.
"Losses" shall mean any and all
JPMorgan Chase – Texas 75202
Attention: Tom E. Davis, Esq.
Facsimile No.: (214) 855-4300
If to Lender: JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017
Attention: Michael D. Mesard
Facsimile No: (
JPMorgan Chase, – refers
to the Loan Documents or the financing evidenced by the Loan Documents, to
Lender, JPMorgan Chase, or any of their Affiliates shall be subject to the prior
written approval of
dt 46373
;
|
 Jenkens
As referenced in this Loan Facility Agreement:
Jenkens & Gilchrist
– 75062
Attention: General Counsel
Facsimile No.: (972) 444-4949
-130-
{PAGE}
With a copy to: Jenkens & Gilchrist
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
Attention: Tom E. Davis, Esq.
Facsimile
dt 37544
;
Thacher Proffitt
As referenced in this Loan Facility Agreement:
Thacher Proffitt – 10017
Attention: Michael D. Mesard
Facsimile No: (212) 834-6592
and
With a copy to: Thacher Proffitt & Wood
11 West 42nd Street
New York, New York 10036
Attention: David S. Hall,
dt 31686
|
| Preview
Full Doc
| 2003 |
Master Credit Facility Agreement
Master Credit Facility Agreement (451K)
Doc #192975: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.8
{SEQUENCE}10
{FILENAME}dex108.txt
{DESCRIPTION}MASTER CREDIT FACILITY AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.8
MASTER CREDIT FACILITY AGREEMENT
BY AND BETWEEN
THE BORROWERS SIGNATORY HERETO
AND
PRUDENTIAL MULTIFAMILY MORTGAGE, INC.
DATED AS OF
May 2, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
MASTER CREDIT FACILITY AGREEMENT.......................................................................1
ARTICLE 1 THE COMMITMENT...............................................................................2
SECTION 1.01. The Commitment........................................................................2
SECTION 1.02. Requests for Advances.................................................................2
SECTION 1.03. Maturity Date of Advances.............................................................2
SECTION 1.04. Interest on Advances..................................................................3
SECTION 1.05. Coupon Rates for Advances.............................................................4
SECTION 1.06. Notes.................................................................................4
SECTION 1.07. Extension of Variable Facility Termination Date.......................................5
SECTION 1.08. Conversion from Variable Facility Commitment to Fixed Facility Commitment.............5
SECTION 1.09. Limitations on Right to Convert.......................................................6
SECTION 1.10. Conditions to Conversion..............................................................6
SECTION 1.11. Defeasance; Yield Maintenance.........................................................6
ARTICLE 2 THE ADVANCES.................................................................................7
SECTION 2.01. Rate Setting for an Advance...........................................................7
SECTION 2.02. Advance Confirmation Instrument for Variable Advances.................................7
SECTION 2.03. Breakage and other Costs..............................................................7
SECTION 2.04. Advances..............................................................................8
SECTION 2.05. Determination of Allocable Facility Amount and Valuations.............................8
ARTICLE 3 COLLATERAL CHANGES...........................................................................9
SECTION 3.01. Right to Add Collateral...............................................................9
SECTION 3.02. Procedure for Adding Collateral.......................................................9
SECTION 3.03. Right to Obtain Releases of Collateral...............................................10
SECTION 3.04. Procedure for Obtaining Releases of Collateral.......................................10
SECTION 3.05. Right to Substitute Collateral.......................................................11
ARTICLE 4 EXPANSION OF CREDIT FACILITY................................................................12
SECTION 4.01. Right to Increase Commitment.........................................................12
SECTION 4.02. Procedure for Obtaining Increases in Commitment......................................12
SECTION 4.03. Closing..............................................................................13
ARTICLE 5 TERMINATION OF FACILITIES...................................................................13
SECTION 5.01. Right to Complete or Partial Termination of Facilities...............................13
SECTION 5.02. Procedure for Complete or Partial Termination of Facilities..........................13
SECTION 5.03. Right to Terminate Credit Facility...................................................13
SECTION 5.04. Procedure for Terminating Credit Facility............................................14
ARTICLE 6 CONDITIONS PRECEDENT TO ALL REQUESTS........................................................14
SECTION 6.01. Conditions Applicable to All Requests................................................14
SECTION 6.02. Conditions Precedent to Initial Advance..............................................16
SECTION 6.03. Conditions Precedent to Future Advances..............................................16
SECTION 6.04. Conditions Precedent to Addition of an Additional Mortgaged Property to the
Collateral Pool......................................................................17
SECTION 6.05. Conditions Precedent to Release of Property from the Collateral Pool.................18
{/TABLE}
{PAGE}
{TABLE}
{S} {C}
SECTION 6.06. Intentionally Omitted................................................................19
SECTION 6.07. Conditions Precedent to Increase in Commitment.......................................19
SECTION 6.08. Conditions Precedent to Conversion...................................................19
SECTION 6.09. Conditions Precedent to Complete or Partial Termination of Facilities................20
SECTION 6.10. Conditions Precedent to Termination of Credit Facility...............................20
SECTION 6.11. Delivery of Closing Documents Relating to Advance Request, Addition Request
or Expansion Request.................................................................21
SECTION 6.12. Delivery of Property-Related Documents...............................................21
ARTICLE 7 REPRESENTATIONS AND WARRANTIES..............................................................22
SECTION 7.01. Representations and Warranties of Borrower...........................................22
SECTION 7.02. Representations and Warranties of Lender.............................................22
ARTICLE 8 AFFIRMATIVE COVENANTS OF BORROWER...........................................................22
SECTION 8.01. Compliance with Agreements...........................................................23
SECTION 8.02. Maintenance of Existence.............................................................23
SECTION 8.03. Financial Statements; Accountants' Reports; Other Information........................23
SECTION 8.04. Access to Records; Discussions With Officers and Accountants.........................25
SECTION 8.05. Certificate of Compliance............................................................25
SECTION 8.06. Maintain Licenses....................................................................25
SECTION 8.07. Inform Lender of Material Events.....................................................25
SECTION 8.08. Compliance with Applicable Laws......................................................26
SECTION 8.09. Alterations to the Mortgaged Properties..............................................27
SECTION 8.10. Loan Document Taxes..................................................................27
SECTION 8.11. Further Assurances...................................................................28
SECTION 8.12. Transfer of Ownership Interest of Borrower and Guarantor.............................28
SECTION 8.13. Transfer of Ownership of Mortgaged Property..........................................29
SECTION 8.14. Change in Senior Management..........................................................30
SECTION 8.15. Date-Down Endorsements...............................................................30
SECTION 8.16. Ownership of Mortgaged Properties....................................................30
SECTION 8.17. Facility Balancing...................................................................30
SECTION 8.18. Financial Covenants..................................................................31
ARTICLE 9 NEGATIVE COVENANTS OF BORROWER..............................................................40
SECTION 9.01. Other Activities.....................................................................40
SECTION 9.02. Liens................................................................................41
SECTION 9.03. Indebtedness.........................................................................41
SECTION 9.04. Principal Place of Business..........................................................41
SECTION 9.05. Condominiums.........................................................................41
SECTION 9.06. Restrictions on Distributions........................................................41
ARTICLE 10 FEES.......................................................................................41
SECTION 10.01.Standby Fee..........................................................................41
SECTION 10.02.Rate Preservation Fee................................................................41
SECTION 10.03.Origination Fees.....................................................................42
SECTION 10.04.Due Diligence Fees...................................................................42
SECTION 10.05.Legal Fees and Expenses..............................................................42
SECTION 10.06.Failure to Close any Request.........................................................43
ARTICLE 11 EVENTS OF DEFAULT..........................................................................43
SECTION 11.01.Events of Default....................................................................43
{/TABLE}
ii
{PAGE}
{TABLE}
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ARTICLE 12 REMEDIES...................................................................................45
SECTION 12.01.Remedies; Waivers....................................................................45
SECTION 12.02.Waivers; Rescission of Declaration...................................................45
SECTION 12.03.Lender's Right to Protect Collateral and Perform Covenants and Other Obligations.....46
SECTION 12.04.No Remedy Exclusive..................................................................46
SECTION 12.05.No Waiver............................................................................46
SECTION 12.06.No Notice............................................................................46
ARTICLE 13 RIGHTS OF FANNIE MAE.......................................................................46
SECTION 13.01.Special Pool Purchase Contract.......................................................46
192975
|
BRE Properties
As referenced in this Master Credit Facility Agreement:
BRE Properties, – day and year first above written.
(Signatures appear on following pages)
56
{PAGE}
Borrower
BRE-FMCF, LLC, a Delaware limited
liability company
By: BRE Properties, Inc., a Maryland
corporation, its sole member
By: /s/ Edward F. Lange, Jr.
-----------------------------
Edward F. Lange, Jr.
Executive Vice President,
Chief Financial
_____________
BRE Properties, – in Section 403.02 of Part III (e.g. interest income,
furniture income, etc.), and the value of any unreflected concessions.
"Guarantor" means BRE Properties, Inc., a Maryland corporation.
"Guaranty" means that certain Guaranty to be executed by the
Guarantor in the form of Exhibit S to
_____________
BRE Properties, – Note shall be deemed to be
signed and delivered as a sealed instrument.
BORROWER:
BRE-FMCF, LLC, a Delaware limited liability
company
By: BRE Properties, Inc., a Maryland
corporation, its sole member
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
B-7
{PAGE}
Pay to the order
_____________
BRE Properties, – Note shall be deemed to be
signed and delivered as a sealed instrument.
BORROWER:
BRE-FMCF, LLC, a Delaware limited liability
company
By: BRE Properties, Inc., a Maryland
corporation, its sole member
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
C-6
{PAGE}
Pay to the order
_____________
BRE Properties, – shall have the meanings ascribed to such terms in the Master
Agreement.
Dated:
--------------
BORROWER:
BRE-FMCF, LLC, a Delaware limited liability
company
By: BRE Properties, Inc., a Maryland
corporation, its sole member
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
F-1
{PAGE}
EXHIBIT G-1 TO MASTER CREDIT FACILITY AGREEMENT
ORGANIZATIONAL
_____________
dt 117259
;
PMM
As referenced in this Master Credit Facility Agreement:
PRUDENTIAL MULTIFAMILY MORTGAGE, – txt
{DESCRIPTION}MASTER CREDIT FACILITY AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.8
MASTER CREDIT FACILITY AGREEMENT
BY AND BETWEEN
THE BORROWERS SIGNATORY HERETO
AND
PRUDENTIAL MULTIFAMILY MORTGAGE, INC.
DATED AS OF
May 2, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
MASTER CREDIT FACILITY AGREEMENT.......................................................................1
ARTICLE
_____________
PRUDENTIAL MULTIFAMILY MORTGAGE, – by and among (i) BRE-FMCF, LLC, a Delaware limited liability company
(together with any Additional Borrowers, individually and collectively,
"Borrower"), and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware
corporation ("Lender").
RECITALS
A. Borrower owns one or more Multifamily Residential Properties
(unless otherwise defined or the context clearly
_____________
Prudential Multifamily Mortgage, – LLP
505 Montgomery Street, Suite 1900
San Francisco, California 94111
Attention: Kenneth E. Blohm, Esq.
Telecopy No.: (415) 395-8095
As to Lender: Prudential Multifamily Mortgage, Inc.
c/o Prudential Asset Resources
2200 Ross Avenue
Suite 4900 E
Dallas, Texas 75201
Attention: Asset Management Department
Telecopy No.: (214)
_____________
Prudential Multifamily Mortgage, – Resources
2200 Ross Avenue
Suite 4900 E
Dallas, Texas 75201
Attention: Asset Management Department
Telecopy No.: (214) 777-4556
with a copy to: Prudential Multifamily Mortgage, Inc.
8401 Greensboro Drive
Suite 200
McLean, Virginia 22102
53
{PAGE}
Attention: Laura Eckhardt
Telecopy No.: (703) 610-1422
and
Prudential Multifamily
_____________
Prudential Multifamily Mortgage, – Prudential Multifamily Mortgage, Inc.
8401 Greensboro Drive
Suite 200
McLean, Virginia 22102
53
{PAGE}
Attention: Laura Eckhardt
Telecopy No.: (703) 610-1422
and
Prudential Multifamily Mortgage, Inc.
Four Embarcadero Center
Suite 2700
San Francisco, California 94111
Attention: Michael Jameson
Telecopy No.: (415) 956-2197
As to Fannie Mae:
_____________
dt 215711
;
ISDA
As referenced in this Master Credit Facility Agreement:
International Swaps and Derivatives Association – terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association , Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such
_____________
dt 75671
;
|
Latham & Watkins
As referenced in this Master Credit Facility Agreement:
Latham & Watkins – 94104
Attention: Edward F. Lange, Jr.
Telecopy No.: (415) 445-6534
with a copy to: Latham & Watkins LLP
505 Montgomery Street, Suite 1900
San Francisco, California 94111
Attention: Kenneth E. Blohm, Esq.
Latham & Watkins – Street, 36th floor
San Francisco, CA 94104
Fax: 415-445-6534
with a copy to: Latham & Watkins LLP
505 Montgomery Street, Suite 1900
San Francisco, CA 94111-2562
Fax: 415-395-8095
dt 31212
;
Venable
As referenced in this Master Credit Facility Agreement:
Venable – Vice President for
Multifamily Asset Management
Telecopy No.: (202) 752-5016
with a copy to: Venable LLP
1201 New York Avenue, N.W.
Suite 1000
Washington, D.C. 20005
Attention: Lawrence
dt 31843
|
| Preview
Full Doc
| 2004 |
Bridge Acquisition Facility
Bridge Acquisition Facility (291K)
Doc #255778: Click preview link for longer preview.
BRIDGE ACQUISTIION FACILITY
This BRIDGE ACQUISITION FACILITY (as amended, modified, restated or supplemented from time to time, the Agreement) is entered into as of February 6, 2004 by and among WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (together with any permitted successors and assigns, the Borrower), WELLS REAL ESTATE INVESTMENT TRUST II, INC., a Maryland corporation (together with any permitted successors and assigns, the REIT Guarantor), the other entities identified as guarantors on the signature pages hereto or from time to time made guarantors hereunder through the execution of a Joinder Agreement (together with any permitted successors and assigns, the Other Guarantors; collectively, with the REIT Guarantor, the Guarantors), the Lenders (as defined herein), BANK OF AMERICA, N.A., as Administrative Agent (as defined herein) and BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager.
The Borrower and Guarantors have requested that the Lenders provide non-revolving credit facilities in an aggregate amount of up to $175,000,000.00 (the Credit Facilities) for the purposes hereinafter set forth, and the Lenders are willing to do so on the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:
Administrative Agent or Agent means Bank of America in its capacity as administrative agent under any of the Credit Documents, or any successor administrative agent.
Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 5% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.
Agent-Related Persons means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
Aggregate Advance Limit means $175,000,000.
Aggregate Approved Property Balances means, as of any date of calculation, the sum of the Approved Property Balances existing as of such date for all properties constituting Approved Properties.
Aggregate Commitments means the sum of the Commitments of all the Lenders, as the same may be adjusted from time to time in accordance with the terms hereof. The initial amount of the Aggregate Commitments in effect on the Closing Date is $175,000,000.
Aggregate Lender Advances means, with respect to each Lender, the total principal amount of Loans funded by such Lender hereunder during the term hereof, regardless of whether or not such Loans have been repaid.
Agreement shall have the meaning assigned to such term in the heading hereof.
Applicable Spread means the following percentages per annum, based upon the Total Leverage Ratio as calculated by the Administrative Agent from time to time based on information provided to it by the Borrower pursuant to the terms hereof:
255778
|
McGraw-Hill Companies
As referenced in this Bridge Acquisition Facility:
McGraw-Hill Companies, Inc – class of Capital Stock of any Credit Party, now or hereafter outstanding.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . and any successor thereto.
Sale and Leaseback Transaction means any arrangement pursuant to which any Credit Party, directly or indirectly, becomes liable
_____________
dt 311603
;
Wells Operating
As referenced in this Bridge Acquisition Facility:
WELLS OPERATING PARTNERSHIP II, – htm NON-REVOLVING BRIDGE ACQUISITION FACILITY
Exhibit 10.5
$175 MILLION NON-REVOLVING
BRIDGE ACQUISITION FACILITY
Dated as of February 6, 2004
among
WELLS OPERATING PARTNERSHIP II, L.P.,
as the Borrower,
WELLS REAL ESTATE INVESTMENT TRUST II, INC.,
as the REIT Guarantor,
the other parties from time to
_____________
WELLS OPERATING PARTNERSHIP II, – as amended, modified, restated or supplemented from time to time, the Agreement) is entered into as of February 6, 2004 by and among WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (together with any permitted successors and assigns, the Borrower), WELLS REAL ESTATE INVESTMENT TRUST II, INC.,
_____________
WELLS OPERATING PARTNERSHIP II, – 64
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
BORROWER:
WELLS OPERATING PARTNERSHIP II, L.P.,
By: WELLS REAL ESTATE INVESTMENT TRUST II, INC., its sole general partner
By:
/s/ Randall D. Fretz
Name:
Randall D.
_____________
dt 123447
;
Wells Operating
As referenced in this Bridge Acquisition Facility:
WELLS OPERATING PARTNERSHIP – htm NON-REVOLVING BRIDGE ACQUISITION FACILITY
Exhibit 10.5
$175 MILLION NON-REVOLVING
BRIDGE ACQUISITION FACILITY
Dated as of February 6, 2004
among
WELLS OPERATING PARTNERSHIP II, L.P.,
as the Borrower,
WELLS REAL ESTATE INVESTMENT TRUST II, INC.,
as the REIT Guarantor,
the other parties from time to
_____________
WELLS OPERATING PARTNERSHIP – as amended, modified, restated or supplemented from time to time, the Agreement) is entered into as of February 6, 2004 by and among WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (together with any permitted successors and assigns, the Borrower), WELLS REAL ESTATE INVESTMENT TRUST II, INC.,
_____________
Wells Operating Partnership, – a real estate investment trust under the Code.
REIT I Entities means a collective reference to Wells Real Estate Investment Trust, Inc. and Wells Operating Partnership, LP and any Persons in which either of them (whether directly or indirectly) hold any Capital Stock.
REIT Group means a collective
_____________
Wells Operating Partnership, – matured liability.
ST Loan Documents means a collective reference to that certain Omnibus Loan Modification Agreement dated as of December 1, 2002, among Wells Operating Partnership, L.P., Wells REIT, LLC VA I, Wells Real Estate Investment Trust, Inc. and SouthTrust Bank, and the following loan agreements modified
_____________
Wells Operating Partnership, – VA I, Wells Real Estate Investment Trust, Inc. and SouthTrust Bank, and the following loan agreements modified thereby:
(i)
Revolving Loan Agreement between Wells Operating Partnership, L.P. and SouthTrust Bank, dated December 15, 2000, in the original amount of $19,003,000 reduced to $10,125,000;
(
_____________
dt 120363
;
|
Wells REIT II
As referenced in this Bridge Acquisition Facility:
WELLS REAL ESTATE INVESTMENT TRUST II, INC – 175 MILLION NON-REVOLVING
BRIDGE ACQUISITION FACILITY
Dated as of February 6, 2004
among
WELLS OPERATING PARTNERSHIP II, L.P.,
as the Borrower,
WELLS REAL ESTATE INVESTMENT TRUST II, INC .,
as the REIT Guarantor,
the other parties from time to time party hereto,
and identified as Guarantors,
BANK OF AMERICA, N.A.,
_____________
WELLS REAL ESTATE INVESTMENT TRUST II, INC – 2004 by and among WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (together with any permitted successors and assigns, the Borrower), WELLS REAL ESTATE INVESTMENT TRUST II, INC ., a Maryland corporation (together with any permitted successors and assigns, the REIT Guarantor), the other entities identified as guarantors on the signature
_____________
WELLS REAL ESTATE INVESTMENT TRUST II, INC – have caused this Agreement to be duly executed as of the date first above written.
BORROWER:
WELLS OPERATING PARTNERSHIP II, L.P.,
By: WELLS REAL ESTATE INVESTMENT TRUST II, INC ., its sole general partner
By:
/s/ Randall D. Fretz
Name:
Randall D. Fretz
Title:
Senior Vice President
REIT GUARANTOR:
WELLS REAL ESTATE
_____________
WELLS REAL ESTATE INVESTMENT TRUST II, INC – INVESTMENT TRUST II, INC., its sole general partner
By:
/s/ Randall D. Fretz
Name:
Randall D. Fretz
Title:
Senior Vice President
REIT GUARANTOR:
WELLS REAL ESTATE INVESTMENT TRUST II, INC .,
By:
/s/ Randall D. Fretz
Name:
Randall D. Fretz
Title:
Senior Vice President
OTHER GUARANTORS:
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
_____________
dt 130711
;
Wells REIT
As referenced in this Bridge Acquisition Facility:
Wells Real Estate Investment Trust, Inc – means a Person qualifying for treatment as a real estate investment trust under the Code.
REIT I Entities means a collective reference to Wells Real Estate Investment Trust, Inc . and Wells Operating Partnership, LP and any Persons in which either of them (whether directly or indirectly) hold any Capital Stock.
REIT
_____________
Wells Real Estate Investment Trust, Inc – that certain Omnibus Loan Modification Agreement dated as of December 1, 2002, among Wells Operating Partnership, L.P., Wells REIT, LLC VA I, Wells Real Estate Investment Trust, Inc . and SouthTrust Bank, and the following loan agreements modified thereby:
(i)
Revolving Loan Agreement between Wells Operating Partnership, L.P. and SouthTrust
_____________
Wells Real Estate Investment Trust, Inc – any offering, placement or arrangement related to that certain Credit Agreement dated as of April 23, 2003 among Wells Operating Partnership, L.P., Wells Real Estate Investment Trust, Inc ., Bank of America, N.A. as administrative agent and the other parties thereto, as amended, restated, supplemented or otherwise modified and (iv)
_____________
dt 118477
;
More... |
| Preview
Full Doc
| 2002 |
Facility Agreement
Facility Agreement (130K)
Doc #256749: Click preview link for longer preview.
21 JUNE 2000
___________________________________________________________
USD 168,500,000
FACILITY AGREEMENT
_____________________________________________________________
RECOM & Co. S.N.C.
as Borrower
DEUTSCHE BANK AG
BANK OF AMERICA INTERNATIONAL LIMITED
as Arrangers
BANK OF AMERICA INTERNATIONAL LIMITED
as Agent
and
the Banks listed in the Schedule 1 hereto
CONTENTS
1. Definitions *
2. The facility *
3. Purpose *
4. Nature of the Banks' rights and obligations *
5. Conditions precedent *
6. Utilisation of the Facility *
7. Interest *
8. Repayment *
9. Cancellation and Prepayment *
10. Taxes *
11. Increased Costs *
12. Illegality *
13. . . .
256749
|
ABN AMRO Bank
As referenced in this Facility Agreement:
ABN AMRO Bank N.V. – the relevant time;
"Initial Facilities" means (i) the USD 120,000,000 Facility Agreement dated 12 December 1997 and made between the Borrower, ABN AMRO Bank N.V. as Agent, ABN AMRO bank N.V. as Arranger, and the Banks listed in the Schedule thereto, and (ii) the USD 10,000,
_____________
ABN AMRO bank N.V. – the USD 120,000,000 Facility Agreement dated 12 December 1997 and made between the Borrower, ABN AMRO Bank N.V. as Agent, ABN AMRO bank N.V. as Arranger, and the Banks listed in the Schedule thereto, and (ii) the USD 10,000,000 Facility Agreement dated 30 September 1999
_____________
dt 125872
;
Shurgard
As referenced in this Facility Agreement:
Shurgard Storage Centers, –
EX-10.43 6 recomloan.htm
Shurgard Storage Centers, Inc.
Exhibit 10.43 - Facility Agreeement between Recom & Co. S.N.C.
21 JUNE 2000
___________________________________________________________
USD 168,500,000
FACILITY AGREEMENT
_____________
Shurgard Storage Centers – A., a Belgian company with its registered office at Rue Colonel Bourg 106 box 1, 1130 Brussels, RC Brussels 611.908;
"Shurgard" means Shurgard Storage Centers Inc., a Washington corporation with its principal executive office at 1155 Valley Street - Suite 400, Seattle, Washington 98109, United States of America;
"SNC
_____________
SHURGARD STORAGE CENTERS – Partners
STORAGE HOLDINGS S.A.
Rue Colonel Bourg 106, box 1
1130 Brussels
Belgium
fax: + 32 2 705 1609
attn: Mr. Stefaan Thollebeke
SHURGARD STORAGE CENTERS INC.
1155 Valley Street - Suite 400
Seattle, Washington 98109
United States of America
fax: + 1 206 652-3760
attn: Ms. Christine McKay
RESTRUCTURING
_____________
dt 131211
;
|
ABN AMRO Bank
As referenced in this Facility Agreement:
ABN AMRO Bank N.V. – the relevant time;
"Initial Facilities" means (i) the USD 120,000,000 Facility Agreement dated 12 December 1997 and made between the Borrower, ABN AMRO Bank N.V. as Agent, ABN AMRO bank N.V. as Arranger, and the Banks listed in the Schedule thereto, and (ii) the USD 10,000,
_____________
ABN AMRO bank N.V. – the USD 120,000,000 Facility Agreement dated 12 December 1997 and made between the Borrower, ABN AMRO Bank N.V. as Agent, ABN AMRO bank N.V. as Arranger, and the Banks listed in the Schedule thereto, and (ii) the USD 10,000,000 Facility Agreement dated 30 September 1999
_____________
dt 125872
;
BofA
As referenced in this Facility Agreement:
Bank of America, N.A. – in the Schedule thereto, and (ii) the USD 10,000,000 Facility Agreement dated 30 September 1999 and made between the Borrower and Bank of America, N.A. (Antwerp Branch);
"Instructing Group" means:
before any of the Advances have been made, a Bank or group of Banks whose Commitments amount
_____________
Bank of America N.A. – with its registered office at Quai du Commerce 18, 1000 Brussels, RC Brussels 580,021;
"Reference Banks" means Deutsche Bank Luxembourg S.A., Bank of America N.A. and Landesbank Rheinland-Pfalz International SA or such other bank or banks as may from time to time be agreed between the
_____________
Bank of America N.A. – New York City for the settlement in New York City of international banking transactions in dollars) to the account number 37/60564 with Bank of America N.A. (or such other account or bank as the Agent may have specified for this purpose) for further credit to the Agent on
_____________
Bank of America N.A. – or about 21 June 2000 and made between ourselves as Borrower and yourselves as Agent, Deutsche Bank AG and yourselves as Arrangers and Bank of America N.A. (Belgian branch) and various other financial institutions as Banks. Terms defined in the Facility Agreement shall have the same meaning in this
_____________
Bank of America N.A. – about 21 June 2000 between you as Agent, you and Deutsche Bank AG as Arrangers, Recom & Co. S.N.C. as Borrower, and Bank of America N.A. (Belgian branch) and various other financial institutions as Banks. Terms defined in such Facility Agreement shall have the same meaning in this
_____________
dt 124977
|
| Preview
Full Doc
| 2002 |
Master Credit Facility Agreement [Amendment No. 1]
Master Credit Facility Agreement [Amendment No. 1] (11K)
Doc #257533: Click preview link for longer preview.
FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT
THIS FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this
"AMENDMENT") is made as of the 29th day of August, 2002 by (i)(a) SUN SECURED
FINANCING LLC, a Michigan limited liability company, (b) ASPEN - FT. COLLINS
LIMITED PARTNERSHIP, a Michigan limited partnership and (c) SUN SECURED
FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership
(collectively, "BORROWER"), and (ii) ARCS COMMERCIAL MORTGAGE CO., L.P., a
California limited partnership, its successors, transferees and assigns
("LENDER").
RECITALS
A. Pursuant to that certain Master Credit Facility Agreement dated as
of May 29, 2002 (the "MASTER AGREEMENT") Borrower and Lender agreed to the terms
and conditions under which Lender would establish a credit facility in the
original amount of $101,760,000 and make Advances to Borrower.
B. All of the Lender's right, title and interest in the Master
Agreement and the Loan Documents executed in connection with the Master
Agreement or the transactions contemplated by the Master Agreement have been
assigned to Fannie Mae pursuant to that certain Assignment of Collateral
Agreements and Other Loan Documents, dated as of May 29, 2002 (the
"ASSIGNMENT"). Fannie Mae has not assumed any of the obligations of the Lender
under the Master Agreement or the Loan Documents as a result of the Assignment.
Fannie Mae has designated the Lender as the servicer of the Advances
contemplated by the Master Agreement.
C. The parties are executing this Amendment pursuant to the Master
Agreement to reflect (i) the addition of five (5) Mortgaged Properties commonly
known as Academy/West Point in Michigan, Autumn Ridge Estates in Iowa, King's
Court in Michigan and Timberline Estates in Michigan to the Collateral Pool,
(ii) an increase in the Variable Facility Commitment as set forth hereinafter,
(iii) a decrease in the maximum amount by which the Commitment may be increased,
and (iv) revise certain terms and conditions of the Master Agreement as set
forth hereinafter.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and agreements contained in this Amendment and the Master Agreement,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, hereby agree as follows:
SECTION 1. ADDITION OF MORTGAGED PROPERTY. The Mortgaged Properties
commonly known as Academy/West Point, Autumn Ridge Estates, King's Court and
Timberline Estates are hereby added to the Collateral Pool under the Master
Agreement.
SECTION 2. EXHIBIT A Exhibit A to the Master Agreement is hereby
deleted and replaced with the Exhibit A attached to this Amendment.
{PAGE}
SECTION 3. EXPANSION. The Variable Facility Commitment shall be
increased by $37,667,500 and the definition of Commitment is hereby replaced in
its entirety with the following new definition:
"Variable Facility Commitment" means an aggregate amount of
$139,427,500, which shall be evidenced by the Variable Facility Note in
the form attached hereto as Exhibit C, plus such amount as Borrower may
elect to add to the Variable Facility Commitment in accordance with
Article 4, less such amount as Borrower may elect to convert from the
Variable Facility Commitment to the Fixed Facility Commitment in
accordance with Section 1.08, and less such amount by which Borrower
may elect to reduce the Variable Facility Commitment in accordance with
Article. V
SECTION 4. MAXIMUM AMOUNT OF INCREASE IN COMMITMENT. The increase in
the Commitment will decrease the maximum amount of increase as set forth in
Section 4.01(a) of the Master Agreement and that provision is hereby deleted
from the Master Agreement and replaced in its entirety by the following:
Section 4.01(a). Maximum Amount of Increase in Commitment. The maximum
257533
|
Sun Communities
As referenced in this Master Credit Facility Agreement [Amendment No. 1]:
Sun Communities Operating Limited Partnership, – executed this Amendment as
of the day and year first above written.
BORROWER:
SUN SECURED FINANCING LLC, a Michigan limited
liability company
By: Sun Communities Operating Limited Partnership, a
Michigan limited partnership, its Sole Member
By: Sun Communities, Inc, a Maryland
corporation, its General Partner
By: /s/ Jonathan M. Colman
------------------------------------------------
_____________
dt 132067
;
Sun Communities
As referenced in this Master Credit Facility Agreement [Amendment No. 1]:
Sun Communities, Inc – SUN SECURED FINANCING LLC, a Michigan limited
liability company
By: Sun Communities Operating Limited Partnership, a
Michigan limited partnership, its Sole Member
By: Sun Communities, Inc , a Maryland
corporation, its General Partner
By: /s/ Jonathan M. Colman
------------------------------------------------
Name: Jonathan M. Colman
Title: Senior Vice President - Acquisitions
ASPEN - FT.
_____________
Sun Communities, Inc – FT. COLLINS LIMITED PARTNERSHIP, a
Michigan limited partnership
By: Sun GP L.L.C., a Michigan limited liability
company, its General Partner
By: Sun Communities, Inc ., a Maryland
Corporation, its Manager
By: /s/ Jonathan M. Colman
--------------------------------------
Name: Jonathan M. Colman
Title: Senior Vice President - Acquisitions
SUN SECURED FINANCING
_____________
dt 132163
;
Fannie Mae
As referenced in this Master Credit Facility Agreement [Amendment No. 1]:
Fannie Mae – and the Loan Documents executed in connection with the Master
Agreement or the transactions contemplated by the Master Agreement have been
assigned to Fannie Mae pursuant to that certain Assignment of Collateral
Agreements and Other Loan Documents, dated as of May 29, 2002 (the
"ASSIGNMENT"). Fannie Mae
_____________
Fannie Mae – to Fannie Mae pursuant to that certain Assignment of Collateral
Agreements and Other Loan Documents, dated as of May 29, 2002 (the
"ASSIGNMENT"). Fannie Mae has not assumed any of the obligations of the Lender
under the Master Agreement or the Loan Documents as a result of
_____________
Fannie Mae – not assumed any of the obligations of the Lender
under the Master Agreement or the Loan Documents as a result of the Assignment.
Fannie Mae has designated the Lender as the servicer of the Advances
contemplated by the Master Agreement.
C. The parties are executing this Amendment
_____________
dt 137272
;
| Sun Secured Financing LLC;
Aspen - Ft. Collins Limited Partnership
|
| Preview
Full Doc
| 2002 |
Master Credit Facility Agreement
Master Credit Facility Agreement (166K)
Doc #257541: Click preview link for longer preview.
MASTER CREDIT FACILITY AGREEMENT
THIS MASTER CREDIT FACILITY AGREEMENT is made as of the 29th day of
May, 2002 by and among (a) (i) SUN SECURED FINANCING LLC, a Michigan limited
liability company ("SSF"), (ii) ASPEN-FT. COLLINS LIMITED PARTNERSHIP, a
Michigan limited partnership ("Aspen"), and (iii) SUN SECURED FINANCING HOUSTON
LIMITED PARTNERSHIP, a Michigan limited partnership ("Houston") (individually
and collectively, SSF, Aspen and Houston, "Borrower"), and (b) ARCS COMMERCIAL
MORTGAGE CO., L.P., a California limited partnership ("Lender").
RECITALS
A. Borrower owns one or more Manufactured Housing Communities (unless
otherwise defined or the context clearly indicates otherwise, capitalized terms
shall have the meanings ascribed to such terms in Appendix I of this Agreement)
as more particularly described in Exhibit A to this Agreement.
B. Borrower has requested that Lender establish a $101,760,000 Credit
Facility in favor of Borrower, comprised initially of a $101,760,000 Variable
Facility, all or part of which can be converted to a Fixed Facility in
accordance with, and subject to, the terms and conditions of this Agreement.
C. To secure the obligations of Borrower under this Agreement and the
other Loan Documents issued in connection with the Credit Facility, Borrower
shall create a Collateral Pool in favor of Lender. The Collateral Pool shall be
comprised of (i) Security Instruments on the Manufactured Housing Communities
listed on Exhibit A and (ii) any other Security Documents executed by Borrower
pursuant to this Agreement or any other Loan Documents.
D. Each Security Document shall be cross-defaulted (i.e., a default
under any Security Document, or under this Agreement, shall constitute a default
under each Security Document, and this Agreement) and cross-collateralized
(i.e., each Security Instrument shall secure all of Borrower's obligations under
this Agreement and the other Loan Documents) and it is the intent of the parties
to this Agreement that Lender may accelerate any Note without needing to
accelerate any other Note and that in the exercise of its rights and remedies
under the Loan Documents, Lender may, except as provided in this Agreement,
exercise and perfect any and all of its rights in and under the Loan Documents
with regard to any Mortgaged Property without needing to exercise and perfect
its rights and remedies with respect to any other Mortgaged Property and that
any such exercise shall be without regard to the Allocable Facility Amount
assigned to such Mortgaged Property and that Lender may recover an amount equal
to the full amount outstanding in respect of any of the Notes in connection with
such exercise and any such amount shall be applied as determined by Lender in
its sole and absolute discretion.
E. Subject to the terms, conditions and limitations of this Agreement,
Lender has agreed to establish the Credit Facility.
1
{PAGE}
NOW, THEREFORE, Borrower and Lender, in consideration of the mutual
promises and agreements contained in this Agreement, hereby agree as follows:
ARTICLE 1
THE COMMITMENT
SECTION 1.01. The Commitment.
Subject to the terms, conditions and limitations of this Agreement:
(a) Variable Facility Commitment. Lender agrees to make
Variable Advances to Borrower from time to time during the Variable Facility
Availability Period. The aggregate principal balance of the Variable Advances
Outstanding at any time shall not exceed the Variable Facility Commitment. No
Variable Advance shall be made as a result of increases in the Valuation of any
Mortgaged Property; provided, however, Borrower shall not be precluded from
obtaining a release of a Mortgaged Property as otherwise provided herein.
Borrower may re-borrow any part of the Variable Advances which it has previously
borrowed and repaid.
(b) Fixed Facility Commitment. Lender agrees to make Fixed
Advances to Borrower from time to time during the Fixed Facility Availability
Period. The aggregate original principal of the Fixed Advances shall not exceed
the Fixed Facility Commitment. No Fixed Advance shall be made as a result of
increases in the Valuation of any Mortgaged Property; provided, however,
Borrower shall not be precluded from obtaining a release of a Mortgaged Property
as otherwise provided herein. The borrowing of a Fixed Advance shall permanently
reduce the Fixed Facility Commitment by the original principal amount of such
Fixed Advance. Borrower may re-borrow as a Variable Advance (but not as a Fixed
Advance) any part of the Fixed Advance which it has previously borrowed and
repaid.
SECTION 1.02. Requests for Advances.
Borrower shall request an Advance by giving Lender an Advance Request
in accordance with Section 2.04. The Advance Request shall indicate whether the
Request is for a Fixed Advance, a Variable Advance or both.
SECTION 1.03. Maturity Date of Advances.
(a) Variable Advances. The MBS Issue Date shall be the first
day of a month and the maturity date of the MBS funding each Variable Advance
shall be specified by Borrower in its Advance Request, which date shall be:
(i) no earlier than the date which completes three
full months after the MBS Issue Date; and
(ii) no later than the date which completes nine full
months after the MBS Issue Date.
2
{PAGE}
For these purposes, a year shall be deemed to consist of 12 30-day
months. For example, the date which completes three full months after September
1 shall be December 1; and the date which completes three full months after
January 1 shall be April 1.
No principal payments in respect of any Variable Advance shall be due
prior to the maturity date of such Variable Advance.
(b) Fixed Advances. The maturity date of each Fixed Advance
shall be specified by Borrower, provided that such maturity date shall be not
earlier than the 5th anniversary of the making of such Fixed Advance and not
later than the 10th anniversary of the making of such Fixed Advance, provided
that in no event shall the maturity date of any Fixed Advance be later than the
15th anniversary of the Initial Closing Date.
(c) Prepayment. Fixed Advances are not prepayable at any time,
provided that, notwithstanding the foregoing, if Borrower has elected yield
maintenance with respect to any Fixed Advance, Borrower (i) may prepay not less
than all of such Fixed Advance during the last six months of the term of such
Fixed Advance, and (ii) may prepay not less than all of such Fixed Advance
pursuant to the yield maintenance provisions of the Fixed Facility Note.
SECTION 1.04. Interest on Advances.
(a) Partial Month Interest. Notwithstanding anything to the
contrary in this Section, if an Advance is not made on the first day of a
calendar month, and the MBS Issue Date is the first day of the month following
the month in which the Advance is made, Borrower shall pay interest on the
original stated principal amount of the Advance for the partial month period
commencing on the Closing Date for the Advance and ending on the last day of the
calendar month in which the Closing Date occurs, (i) for a Variable Advance at a
rate per annum equal to the greater of (1) the Coupon Rate as determined in
accordance with Section 1.05(a) and (2) a rate determined by Lender, based on
Lender's cost of funds and approved in advance, by Borrower, pursuant to the
procedures mutually agreed upon by Borrower and Lender, and (ii) for a Fixed
Advance at a rate, per annum equal to the greater of (1) the interest rate for
the described in subsection (c)(i) of this Section and (2) a rate determined by
Lender, based on Lender's cost of funds, and approved in advance, by Borrower,
pursuant to procedures mutually agreed upon by Borrower and Lender.
3
{PAGE}
(b) Variable Advances.
(i) Discount. Each Variable Advance shall be a
discount loan. The original stated principal amount of a Variable Advance shall
be the sum of the Price and the Discount. The Price and Discount of each
Variable Advance shall be determined in accordance with the procedures set out
in Section 2.01. The proceeds of the Variable Advance made available by Lender
to Borrower will equal the original stated principal amount of the Variable
Advance. Borrower shall pay to Lender, in advance of Lender making a Variable
Advance requested by Borrower, the entire Discount for the Variable Advance. On
the maturity of each Variable Advance, the Borrower shall pay the Lender an
amount equal to the original stated principal amount of such Variable Advance.
(ii) Variable Facility Fee. In addition to paying the
Discount and the partial month interest, if any, Borrower shall pay monthly
installments of the Variable Facility Fee to Lender for each Variable Advance
from the applicable MBS Issue Date to its maturity date. The Variable Facility
Fee shall be payable in advance, in accordance with the terms of the Variable
Facility Note. The first installment shall be payable on or prior to the Closing
Date for the Variable Advance and shall apply to the first full calendar month
of such MBS. Subsequent installments shall be payable on the first day of each
257541
|
Sun Communities
As referenced in this Master Credit Facility Agreement:
Sun Communities Operating Limited
Partnership, – executed this Agreement as
of the day and year first above written.
BORROWER:
SUN SECURED FINANCING LLC, a Michigan
limited liability company
By: Sun Communities Operating Limited
Partnership, a Michigan limited
partnership, its Sole Member
By: Sun Communities, Inc., a Maryland
Corporation, its General Partner
By: /s/ Jonathan M. Colman
-------------------------------
_____________
dt 132074
;
Sun Communities
As referenced in this Master Credit Facility Agreement:
Sun Communities, Inc – or if transmitted on a day other than a Business Day);
addressed to the parties as follows:
{TABLE}
{S} {C}
As to Borrower: Sun Communities, Inc .
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
Attention: Gary A. Shiffman
Telecopy No.: (248) 932-3072
with a copy to:
_____________
Sun Communities, Inc – SUN SECURED FINANCING LLC, a Michigan
limited liability company
By: Sun Communities Operating Limited
Partnership, a Michigan limited
partnership, its Sole Member
By: Sun Communities, Inc ., a Maryland
Corporation, its General Partner
By: /s/ Jonathan M. Colman
-------------------------------
Name: Jonathan M. Colman
Title: Senior Vice President - Acquisitions
ASPEN -- FT.
_____________
Sun Communities, Inc – FT. COLLINS LIMITED
PARTNERSHIP, a Michigan limited partnership
By: Sun GP L.L.C., a Michigan limited liability
company, its General Partner
By: Sun Communities, Inc ., a Maryland
Corporation, its Manager
By: /s/ Jonathan M. Colman
------- |